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Practices

Executive Compensation and Benefits

Executive Compensation and Benefits

Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. Our lawyers are experienced at analyzing the corporate governance implications and legal and financial risks associated with compensation and benefit arrangements, as well as navigating interrelated securities law, disclosure, investor relations, tax, ERISA and accounting issues.

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.

In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.

We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.

Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:

  • “The team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.

In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.

We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in annual proxy statements for public companies, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.

Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:

  • “The team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA
  • Deals & Cases
  • Recent News & Insights

Deals & Cases

August 11, 2025

Intermex’s Acquisition by Western Union

On August 10, 2025, International Money Express, Inc. (“Intermex”) and The Western Union Company (“Western Union”) announced they have entered into a definitive agreement under which Western Union will acquire Intermex in an all‑cash transaction at $16.00 per share, representing a total equity and enterprise value of approximately $500 million. Cravath is representing Intermex’s Strategic Alternatives Committee in connection with the transaction.

Deals & Cases

August 11, 2025

Symetra Life’s Surplus Notes Offering

Cravath represented Symetra Life Insurance Company (“Symetra Life”) in connection with its $500 million 144A/Reg. S surplus notes offering. Symetra Life is a wholly owned subsidiary of Symetra Financial Corporation, a financial services company in the life insurance industry. The transaction closed on July 24, 2025.

Deals & Cases

August 07, 2025

Paramount Global Completes Merger with Skydance

On August 7, 2025, Paramount Global and Skydance Media (“Skydance”) announced the completion of their merger, creating a standalone global media and entertainment company, Paramount, a Skydance Corporation (“Paramount”). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under “PSKY.” Cravath represented the Paramount Special Committee in connection with the transaction.

Deals & Cases

August 06, 2025

ESPN’s Acquisition of NFL Network and Other Media Assets from the NFL

On August 5, 2025, ESPN, a subsidiary of The Walt Disney Company (“Disney”), and the National Football League (“NFL”) announced a non‑binding agreement under which ESPN will acquire NFL Network and certain other media assets owned and controlled by the NFL, including NFL’s linear RedZone Channel and NFL Fantasy, in exchange for a 10% equity stake in ESPN. The NFL and ESPN are also entering into a second non‑binding agreement, under which the NFL will license to ESPN certain NFL content and other intellectual property to be used by NFL Network and other assets. Cravath is representing Disney and ESPN in connection with the transaction.

Deals & Cases

August 04, 2025

Martin Marietta’s Exchange of Assets with Quikrete and Acquisition of Premier

On August 4, 2025, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that it has entered into a definitive agreement with Quikrete Holdings, Inc. (“Quikrete”) for the exchange of certain assets. Under the terms of the agreement, Martin Marietta will receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as $450 million of cash. In exchange, Quikrete will receive Martin Marietta’s Midlothian cement plant, related cement terminals and North Texas ready‑mixed concrete assets.

Publications

August 11, 2025

Cravath Venture Capital & Growth Equity Insights: 2025 Mid‑Year Market Update

On August 11, 2025, Cravath published the latest edition of its Venture Capital & Growth Equity Insights newsletter, which has been redesigned to provide greater insight into global venture capital and related activity during the first half of 2025 and outlook for the rest of the year. Key takeaways from this edition include:

Activities

June 12, 2025

Legal 500 United States Ranks Cravath in Top Tier Across 15 Practice Areas and Recognizes 79 Cravath Attorneys

The 2025 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 15 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 79 Cravath attorneys were individually recognized by The Legal 500 United States this year.

Activities

February 28, 2025

Cravath and Harvard Law School Host International Fellowship Event

On February 26, 2025, Cravath and Harvard Law School hosted a program to celebrate the work of the Cravath International Fellows, which was held in Cambridge, Massachusetts. Established in 2006 by Cravath partners who are Harvard Law School alumni, under the leadership of the late Robert D. Joffe, the Cravath International Fellowships program provides financial assistance, including travel and living expenses, to students pursuing academic projects during their Winter Term with an international, transnational or comparative law focus. Approximately 12 Cravath International Fellowships are awarded annually.

Publications

February 11, 2025

G.J. Ligelis Jr., Alyssa Caples, Chris Fargo and Maggie Segall Co‑Author U.S. Chapters of Chambers “Investing In… 2025” Guide

Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fifth edition of Chambers “Investing In… 2025” Guide, which was published in January 2025. The guide, which is part of the publisher’s Global Practice Guides series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

Publications

February 06, 2025

Cravath Venture Capital & Growth Equity Insights: 2024 Recap and 2025 Outlook

On February 5, 2025, Cravath published the latest edition of its Cravath Venture Capital & Growth Equity Insights newsletter (formerly the Cravath Emerging Company and Venture Capital Insights newsletter), entitled “2024 Recap and 2025 Outlook.” The newsletter provides an overview of global venture capital and related activity during the second half of 2024 and examines emerging fundraising opportunities, key exit trends and increasing secondaries markets activity; offers insights on artificial intelligence investment and cryptocurrency valuation; and provides updates on regulatory developments.

Deals & Cases

August 11, 2025

Intermex’s Acquisition by Western Union

On August 10, 2025, International Money Express, Inc. (“Intermex”) and The Western Union Company (“Western Union”) announced they have entered into a definitive agreement under which Western Union will acquire Intermex in an all‑cash transaction at $16.00 per share, representing a total equity and enterprise value of approximately $500 million. Cravath is representing Intermex’s Strategic Alternatives Committee in connection with the transaction.

Deals & Cases

August 11, 2025

Symetra Life’s Surplus Notes Offering

Cravath represented Symetra Life Insurance Company (“Symetra Life”) in connection with its $500 million 144A/Reg. S surplus notes offering. Symetra Life is a wholly owned subsidiary of Symetra Financial Corporation, a financial services company in the life insurance industry. The transaction closed on July 24, 2025.

Deals & Cases

August 07, 2025

Paramount Global Completes Merger with Skydance

On August 7, 2025, Paramount Global and Skydance Media (“Skydance”) announced the completion of their merger, creating a standalone global media and entertainment company, Paramount, a Skydance Corporation (“Paramount”). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under “PSKY.” Cravath represented the Paramount Special Committee in connection with the transaction.

Deals & Cases

August 06, 2025

ESPN’s Acquisition of NFL Network and Other Media Assets from the NFL

On August 5, 2025, ESPN, a subsidiary of The Walt Disney Company (“Disney”), and the National Football League (“NFL”) announced a non‑binding agreement under which ESPN will acquire NFL Network and certain other media assets owned and controlled by the NFL, including NFL’s linear RedZone Channel and NFL Fantasy, in exchange for a 10% equity stake in ESPN. The NFL and ESPN are also entering into a second non‑binding agreement, under which the NFL will license to ESPN certain NFL content and other intellectual property to be used by NFL Network and other assets. Cravath is representing Disney and ESPN in connection with the transaction.

Deals & Cases

August 04, 2025

Martin Marietta’s Exchange of Assets with Quikrete and Acquisition of Premier

On August 4, 2025, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that it has entered into a definitive agreement with Quikrete Holdings, Inc. (“Quikrete”) for the exchange of certain assets. Under the terms of the agreement, Martin Marietta will receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as $450 million of cash. In exchange, Quikrete will receive Martin Marietta’s Midlothian cement plant, related cement terminals and North Texas ready‑mixed concrete assets.

Publications

August 11, 2025

Cravath Venture Capital & Growth Equity Insights: 2025 Mid‑Year Market Update

On August 11, 2025, Cravath published the latest edition of its Venture Capital & Growth Equity Insights newsletter, which has been redesigned to provide greater insight into global venture capital and related activity during the first half of 2025 and outlook for the rest of the year. Key takeaways from this edition include:

Activities

June 12, 2025

Legal 500 United States Ranks Cravath in Top Tier Across 15 Practice Areas and Recognizes 79 Cravath Attorneys

The 2025 edition of the Legal 500 United States ranked Cravath in the top tier nationally in 15 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 79 Cravath attorneys were individually recognized by The Legal 500 United States this year.

Activities

February 28, 2025

Cravath and Harvard Law School Host International Fellowship Event

On February 26, 2025, Cravath and Harvard Law School hosted a program to celebrate the work of the Cravath International Fellows, which was held in Cambridge, Massachusetts. Established in 2006 by Cravath partners who are Harvard Law School alumni, under the leadership of the late Robert D. Joffe, the Cravath International Fellowships program provides financial assistance, including travel and living expenses, to students pursuing academic projects during their Winter Term with an international, transnational or comparative law focus. Approximately 12 Cravath International Fellowships are awarded annually.

Publications

February 11, 2025

G.J. Ligelis Jr., Alyssa Caples, Chris Fargo and Maggie Segall Co‑Author U.S. Chapters of Chambers “Investing In… 2025” Guide

Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co‑authored the U.S. Law & Practice chapter of the fifth edition of Chambers “Investing In… 2025” Guide, which was published in January 2025. The guide, which is part of the publisher’s Global Practice Guides series, examines country‑specific legal issues that arise from foreign direct investment (“FDI”) and cross‑border transactions in the more than 30 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

Publications

February 06, 2025

Cravath Venture Capital & Growth Equity Insights: 2024 Recap and 2025 Outlook

On February 5, 2025, Cravath published the latest edition of its Cravath Venture Capital & Growth Equity Insights newsletter (formerly the Cravath Emerging Company and Venture Capital Insights newsletter), entitled “2024 Recap and 2025 Outlook.” The newsletter provides an overview of global venture capital and related activity during the second half of 2024 and examines emerging fundraising opportunities, key exit trends and increasing secondaries markets activity; offers insights on artificial intelligence investment and cryptocurrency valuation; and provides updates on regulatory developments.

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Executive Compensation and Benefits

Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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